Exhibit 10 (cliii)







                                 AMENDMENT NO. 2
                                     TO THE
                         NORTH AMERICAN COAL CORPORATION
                          DEFERRED COMPENSATION PLAN FOR
                               MANAGEMENT EMPLOYEES


                  The North American Coal Corporation hereby adopts this
        Amendment No. 2 to The North American Coal Corporation Deferred
        Compensation Plan for Management Employees (the "Plan"),
        effective as of January 1, 1994.  Words used herein with initial
        capital letters which are defined in the Plan shall be used
        herein as so defined.

                                    Section 1

                  Paragraph 8 of the Plan is hereby amended in its
        entirety to read as follows:

                  "8.  EARNINGS

                  (a)  For Active Employees.  At the end of each calendar
        month during a calendar year, the Account of each Participant who
        is employed by an Employer on December 31 of such year shall be
        credited with an amount determined by multiplying such
        Participant's average Account balance during such month by the
        blended rate earned during such month by the Stable Asset Fund
        under the Savings Plan.  Notwithstanding the foregoing, in the
        event that the "Adjusted ROE" determined for such calendar year
        exceeds the rate credited to the Participant's Account under the
        preceding sentence, the Participant's Account shall retroactively
        be credited with the difference between (i) the amount determined
        under the preceding sentence, and (ii) the amount determined by
        multiplying the Participant's average Account balance during each
        month of such calendar year by the Average ROE determined for
        such calendar year, compounded monthly.

                  (b)  For Terminated Employees.  The Account of a
        Participant who has terminated employment with the Controlled
        Group shall be credited with earnings as described in
        subparagraph (a), as modified by this subparagraph (b), until his
        Account has been distributed in full in accordance with
        Paragraphs 9 and 10.  The Adjusted ROE calculation described in
        the second sentence of subparagraph (a) shall be made during the
        month in which the Participant terminates employment and shall be
        based on the year-to-date Adjusted ROE for the month ending prior
        to the date the Participant terminated employment, as calculated
        by NACCO Industries, Inc.  For any subsequent month, the Adjusted
        ROE calculation described in the second sentence of subparagraph
        (a) shall not apply.  The Stable Asset Fund calculation described









                                       2

        in the first sentence of subparagraph (a) for the month in which
        the Participant receives a distribution from his Account shall be
        based on the blended rate earned during the preceding month by
        the Stable Asset Fund.

                  (c)  Definition of Adjusted ROE.  For purposes of this
        Paragraph, "Adjusted ROE" shall mean the average return on equity
        of NACCO Industries, Inc. calculated by NACCO Industries, Inc.
        for the applicable time period, based on the following formula:

  Net Income (before extraordinary charges) + Amortization of Goodwill
  Weighted Average (Shareholder Equity + Accumulated Amortization of Goodwill)

       Adjusted ROE shall be determined at least annually by NACCO Industries,
       Inc."


                                    Section 2

        A new Subparagraph (d) is hereby added to Paragraph 9 of the
        Plan, immediately following Subparagraph (c) thereof, to read as
        follows:

             "(d)  Payment of Small Accounts.  Notwithstanding any
        provision of the Plan or a Participant's notice of Election to
        the contrary, in the event that the balance of a Participant's
        Account does not exceed $5,000 at the time he becomes entitled to
        commence receiving distributions from his Account, his entire
        Account shall automatically be paid to the Participant in the
        form of a single lump sum payment."


                               THE NORTH AMERICAN COAL CORPORATION



                               By:     Thomas A. Koza
                               Title:  Vice President - Law & Administration